Form 4: C3.ai CEO Siebel's Planned Stock Transactions

C3.ai CEO Thomas Siebel reported planned vesting of equity awards, subsequent tax-related share sales, and a gift transfer of Class A Common Stock.

Summary

• Thomas M. Siebel, CEO, Director, and 10% Owner of C3.ai, Inc., reported planned transactions involving Class A Common Stock.
• On August 1, 2025, 40,125 shares of Class A Common Stock were acquired, and 53,125 shares from Restricted Stock Units (RSUs) vested and were acquired.
• On August 2 and 3, 2025, a total of 566,666 shares from Performance Restricted Stock Units (PRSUs) vested and were acquired (283,333 on each date).
• On August 4, 2025, 336,000 shares were sold at a weighted-average price of $22.77 per share to satisfy tax withholding obligations related to the vested RSUs and PRSUs.
• Also on August 4, 2025, 323,916 shares were transferred as a gift to The Siebel Living Trust, which then holds 3,551,250 shares indirectly.
• Following these transactions, Siebel's direct beneficial ownership of Class A Common Stock is 0 shares, with significant indirect holdings through various trusts and entities totaling 5,040,570 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales and transfers, they are primarily driven by the vesting of equity awards and tax obligations, which are expected events for executive compensation. The vesting itself indicates performance or service conditions were met. The significant indirect holdings remain.

Positives

• Significant vesting of 659,916 shares from RSUs and PRSUs, indicating achievement of performance or service conditions.
• Continued substantial indirect beneficial ownership by CEO Thomas Siebel, totaling 5,040,570 shares across various trusts and entities.

Negatives

• Sale of 336,000 shares to cover tax withholding obligations, reducing direct beneficial ownership.
• Transfer of 323,916 shares as a gift, reducing direct beneficial ownership to zero.

Future Outlook

The filing indicates a pre-planned schedule for equity award vesting and related transactions, including quarterly RSU vesting contingent on continued service and PRSU vesting tied to specific share price achievements.

Industry Context

This Form 4 filing details routine insider equity transactions, including vesting of performance-based awards and tax-related sales, which are common for executives in the software and artificial intelligence industry. Such transactions are typically pre-scheduled under Rule 10b5-1 plans and do not necessarily reflect a change in the company's strategic direction or market outlook.

Related Party Transactions

• Indirect beneficial ownership through The Siebel Living Trust u/a/d 7/27/93, as amended, where the Reporting Person is trustee.
• Indirect beneficial ownership through First Virtual Holdings, LLC, where the Reporting Person is Chairman.
• Indirect beneficial ownership through Siebel Asset Management, L.P., where the Reporting Person is the general partner.
• Indirect beneficial ownership through Siebel Asset Management III, L.P., where the Reporting Person is the general partner.
• Indirect beneficial ownership through The Siebel 2011 Irrevocable Children's Trust, where the Reporting Person is co-trustee.

Stakeholder Impact

• Shareholders: The sale of shares for tax withholding is a routine event for executives receiving equity compensation and is not typically indicative of a lack of confidence in the company. The gift transfer is a personal financial planning matter.
• Employees: The vesting of equity awards (RSUs and PRSUs) for the CEO may signal that performance targets or service conditions are being met, which could be a positive indicator for employees regarding the company's trajectory.

Next Steps

• Future quarterly vesting of remaining Restricted Stock Units (RSUs) at 6.25% per quarter, contingent on continued service.
• Future vesting of remaining Performance Restricted Stock Units (PRSUs) upon the Issuer's Class A Common Stock achieving specified price per share.

Key Dates

Keywords

C3.ai, AI, Thomas Siebel, SEC Form 4, Insider Trading, Stock Transactions, RSU, PRSU, Equity Awards, CEO, Director, 10% Owner